Phantom stock is reported in units vs. shares in the D&B Common Stock Fund of the issuer's non-employee directors' deferred compensation plan (the "Plan").

(2)

Each phantom stock unit entitles the reporting person to a cash payment based on the value on the payout date of the issuer's common stock corresponding to such units. Based on the $71.72 closing price of the issuer's common stock on the transaction date, each unit corresponds to approximately 2.67 shares.

(3)

The reporting person may transfer these phantom stock units to alternative investment funds in the Plan beginning three years from transaction date.

(4)

These phantom stock units are payable in cash after the reporting person ceases to be a member of the issuer's board of directors.

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